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Mark Atwood
Lawyers trying to sneak "super-trademarks" into NDAs
Currently on Slashdot there is a story titled Google's evil NDA. One of the things mentioned is that it "forbids you to 'mention or imply the name of Google' in public ever again.".

Amazon has the same problem. I've signed an NDA with Amazon A2Z, and I deleted that particular paragraph before I signed it, because I thought it was stupid and pointless, and had nothing to do with protecting AZN/A2Z's trade and tech secrets. They accepted that without complaint.

But recently I've been asked to sign another agreement with Amazon, concerning the selling them the work of the white paper that I'm writing about adding AWS auth to libcurl. It had the same stupid paragraph, and I struck it again, and this time their laywers noticed and rejected my change. We're at an impasse.

I'm sure that Google and Amazon are not the only companies with this particular piece of standard stupidity written into their NDAs and their work contracts.

  • "Oh, that's just boilerplate" is a stupid thing to say, and I will call it out as stupid. Boilerplate is part of the contract.
  • "We don't enforce that" is also a stupid thing to say. If you don't enforce it, don't put it in the contract!
  • "The lawyers require it" is also a stupid thing to say, and I will call it out as stupid. Lawyers are to do what they are told, not the other way around.
  • "It protects our trade secrets" is a doubly stupid thing to say, and I will call it out as stupid. TRADEMARKS ARE NOT TRADE SECRETS, and trying to conflate them is is a lie, and a damn lie.

Trademarks have plenty of existing protection in statute, precident, and treaty. Trying to turn trademark protection into something that it isn't, is, at risk of repeating myself, stupid, a lie, and evil.

Always read the contract. Read your NDAs. Read your work contracts. And don't let big stupid companies try to grab more than they should.

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Current Location: Terminal B, Salt Lake International Airport, Utah

5 comments or Leave a comment
tugger From: tugger Date: May 3rd, 2007 11:08 pm (UTC) (Link)
Mark the day.

On this, we are in full agreement.
ckn From: ckn Date: May 4th, 2007 12:00 am (UTC) (Link)
you may not be in the position to make such a move; but when this sort of tripe has been presented and my changes and redactions rejected I tell them 'take it or leave it', and more than once i've walked from this sort of situation....
From: neocuriosity Date: May 4th, 2007 04:40 am (UTC) (Link)
I'm sorry you're having such trouble with Amazon. I completely understand where you're coming from and agree with your position.

However. In this instance, I think that you need them more than they need you. Were I to counsel you, I would say 'take the contract'. I would also say that maybe bending now so that you don't break will make you more powerful and perhaps someday you'll be in a position to force the issue, but that day is not today.

Are you back in Seattle yet?
alienor77310 From: alienor77310 Date: May 4th, 2007 07:16 am (UTC) (Link)
*snort* It's been 12 years, so I can say "IBM" again. And it was just a translation job...
From: mysqldba Date: May 10th, 2007 04:39 pm (UTC) (Link)

yup: don't sign it if you don't like it

Hey Mark, how are you man.

I didn't know about Amazon doing the same stuff. That's an insane and evil NDA. I am proud of you for taking that part out from your first agreement. People who just sign stuff without reading it through are doing a great disservice to themselves.

And, I couldn't agree more with the stupid explanations of companies that you point out.

5 comments or Leave a comment